Business MSA Document

BUSINESS MASTER SERVICES AGREEMENT

This Master Services Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: with principal place of business at and Service Provider Name: with principal place of business at (each a Party and together the Parties).

RECITALS

WHEREAS, Client desires to engage Provider to perform certain services as set forth in one or more statements of work executed under this Agreement; and

WHEREAS, Provider represents that it has the requisite expertise, personnel, and resources to perform the services described herein and in any statement of work; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Provider will perform such services for Client.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Agreement" means this Master Services Agreement and all Schedules and Statements of Work executed hereunder. "Services" means the services described in a Statement of Work. "Deliverables" means the work product created by Provider specifically for Client pursuant to a Statement of Work. Capitalized terms not otherwise defined in this Section have the meanings assigned elsewhere in this Agreement.

2. SCOPE OF SERVICES

2.1 Provider will perform the Services described in each Statement of Work issued pursuant to this Agreement. Each Statement of Work will reference this Agreement and will become part of this Agreement upon execution by both Parties.

3. TERM AND TERMINATION

3.1 Term. The term of this Agreement will commence on the Effective Date and continue for an initial period of unless earlier terminated in accordance with this Agreement. Thereafter the Agreement will .

3.2 Termination for Convenience. Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party.

3.3 Termination for Cause. Either Party may terminate immediately upon written notice if the other Party materially breaches and fails to cure such breach within days after receipt of notice of breach.

4. FEES, INVOICING AND PAYMENT

4.1 Fees. Client will pay Provider the fees and expenses set forth in each Statement of Work. Unless otherwise stated, fees are due within days of invoice.

4.2 Late Payments. Overdue amounts will accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client will reimburse Provider for reasonable collection costs.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means non-public information disclosed by a Party that is designated confidential or would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

5.2 Obligations. The receiving Party will (a) use Confidential Information only to perform its obligations under this Agreement, (b) protect Confidential Information with the same degree of care it uses to protect its own confidential information but no less than reasonable care, and (c) not disclose Confidential Information except to its employees, agents, or subcontractors with a need to know and subject to confidentiality obligations at least as protective as those in this Agreement.

5.3 Exceptions. Confidential Information does not include information that is (a) rightfully known by the receiving Party without restriction prior to disclosure, (b) publicly known through no fault of the receiving Party, (c) rightfully received from a third party without restriction, or (d) independently developed without use of Confidential Information.

6. INTELLECTUAL PROPERTY

6.1 Deliverables Ownership. Unless otherwise agreed in a Statement of Work, Provider hereby assigns to Client all right, title and interest in Deliverables created specifically for Client under this Agreement, subject to Client's full payment of fees due. Provider retains ownership of Provider Background Technology and Provider Tools.

6.2 License to Background Technology. Provider grants Client a non-exclusive, non-transferable, royalty-free license to use Provider Background Technology only to the extent incorporated in the Deliverables and solely for Client's internal business purposes.

7. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

7.1 Mutual Representations. Each Party represents that it has full power and authority to enter into this Agreement and perform its obligations.

7.2 Provider Warranty. Provider warrants that Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty, Provider will re-perform the non-conforming Services at no additional charge.

7.3 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8. INDEMNIFICATION

8.1 Provider Indemnity. Provider will indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims arising out of Provider's gross negligence, willful misconduct, or material breach of this Agreement, including claims that the Deliverables infringe a third party's intellectual property rights.

8.2 Client Indemnity. Client will indemnify, defend and hold harmless Provider from and against any third-party claims arising from Client's misuse of the Deliverables or Client materials provided to Provider in violation of applicable law.

9. LIMITATION OF LIABILITY

9.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A PARTY'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR DIRECT DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THE APPLICABLE STATEMENT OF WORK IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. INSURANCE

10.1 Insurance. Provider will maintain commercial general liability, professional liability (errors and omissions), and worker's compensation insurance in amounts reasonable for the Services and industry practice and will provide certificates of insurance upon Client's request.

11. DATA PROTECTION

11.1 Compliance. Each Party will comply with applicable data protection laws in its collection, processing, and storage of personal data. Provider will implement administrative, physical and technical safeguards reasonably designed to protect Client Data against unauthorized access, disclosure, alteration, or destruction.

12. SUBCONTRACTING AND ASSIGNMENT

12.1 Provider may subcontract performance of Services provided that Provider remains responsible for performance and compliance with this Agreement. Neither Party may assign this Agreement without the other Party's prior written consent, except to a successor in interest in connection with a merger, acquisition, or sale of substantially all assets.

13. NOTICES

Notices under this Agreement will be in writing and delivered by hand, overnight courier, or certified mail to the addresses below or to such other address as a Party may designate in writing.

14. AMENDMENT, WAIVER, COUNTERPARTS

14.1 Amendment. This Agreement may be amended only by a written instrument executed by duly authorized representatives of both Parties.

14.2 Waiver. Failure or delay to exercise any right will not operate as a waiver of that right. A waiver must be in writing to be effective.

14.3 Counterparts. This Agreement may be executed in counterparts, each of which will be an original, but all of which together will constitute one and the same instrument. Signatures transmitted by electronic means will be binding.

15. GOVERNING LAW, ENTIRE AGREEMENT, SEVERABILITY

15.1 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

15.2 Entire Agreement. This Agreement, together with all Statements of Work and exhibits, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications.

15.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will remain in full force and effect and such provision will be reformed only to the extent necessary to make it enforceable.

16. DISPUTE RESOLUTION

16.1 Negotiation. The Parties will attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior executives.

16.2 Arbitration Election. The Parties elect (select one): Arbitration Litigation . If Arbitration is selected, the dispute will be finally resolved by binding arbitration in the county of the Governing Law state, conducted by a single arbitrator, with judgment on the award entered in any court having jurisdiction.

17. MISCELLANEOUS

17.1 Relationship of the Parties. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

17.2 Audit Rights. During the term and for a period of one year thereafter, Client may audit Provider's records to verify amounts invoiced under this Agreement upon reasonable notice and during normal business hours.

17.3 Force Majeure. Neither Party will be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, government action, labor disputes, or telecommunications failures. The affected Party will promptly notify the other and use commercially reasonable efforts to resume performance.

SIGNATURES

The Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

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